Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | VOLITIONRX LIMITED | |
Entity Central Index Key | 0000093314 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 53,145,239 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36833 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 91-1949078 | |
Entity Address Address Line 1 | 13215 Bee Cave Parkway | |
Entity Address Address Line 2 | Suite 125 | |
City Area Code | 646 | |
Local Phone Number | 650-1351 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | VNRX | |
Security Exchange Name | NYSEAMER | |
Entity Address Address Line 3 | Galleria Oaks B | |
Entity Address City Or Town | Austin | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 78738 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 27,913,169 | $ 19,444,737 |
Accounts receivable | 15,832 | 7,118 |
Prepaid expenses | 935,498 | 303,178 |
Other current assets | 527,827 | 576,660 |
Total Current Assets | 29,392,326 | 20,331,693 |
Property and equipment, net | 5,266,646 | 5,171,134 |
Operating lease right-of-use assets | 318,393 | 326,085 |
Intangible assets, net | 266,586 | 321,641 |
Total Assets | 35,243,951 | 26,150,553 |
Current Liabilities | ||
Accounts payable | 1,083,214 | 1,539,547 |
Accrued liabilities | 3,152,019 | 3,491,740 |
Management and directors' fees payable | 91,695 | 55,174 |
Current portion of long-term debt | 822,369 | 841,319 |
Current portion of finance lease liabilities | 55,335 | 59,930 |
Current portion of operating lease liabilities | 157,911 | 179,624 |
Current portion of grant repayable | 35,554 | 69,218 |
Total Current Liabilities | 5,398,097 | 6,236,552 |
Long-term debt, net of current portion | 2,219,748 | 2,606,885 |
Finance lease liabilities, net of current portion | 557,338 | 601,967 |
Operating lease liabilities, net of current portion | 166,085 | 151,828 |
Grant repayable, net of current portion | 273,138 | 259,603 |
Total Liabilities | 8,614,406 | 9,856,835 |
Common Stock | ||
Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 53,144,082 shares and 48,607,017 shares, respectively | 53,144 | 48,607 |
Additional paid-in capital | 148,468,001 | 126,526,239 |
Accumulated other comprehensive income (loss) | 29,607 | (59,978) |
Accumulated deficit | (121,817,065) | (110,173,971) |
Total VolitionRx Limited Stockholders' Equity | 26,733,687 | 16,340,897 |
Non-controlling interest | (104,142) | (47,179) |
Total Stockholders' Equity | 26,629,545 | 16,293,718 |
Total Liabilities and Stockholders' Equity | $ 35,243,951 | $ 26,150,553 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 53,144,082 | 48,607,017 |
Common stock, shares outstanding | 53,144,082 | 48,607,017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Royalty | $ 0 | $ 1,872 | $ 0 | $ 2,112 |
Product | 24,782 | 3,322 | 50,312 | 3,626 |
Total Revenues | 24,782 | 5,194 | 50,312 | 5,738 |
Operating Expenses | ||||
Research and development | 3,649,469 | 3,492,845 | 7,522,547 | 7,387,811 |
General and administrative | 1,816,599 | 1,508,836 | 3,626,759 | 3,212,358 |
Sales and marketing | 459,371 | 215,891 | 886,772 | 489,845 |
Total Operating Expenses | 5,925,439 | 5,217,572 | 12,036,078 | 11,090,014 |
Operating Loss | (5,900,657) | (5,212,378) | (11,985,766) | (11,084,276) |
Other Income (Expenses) | ||||
Grant income | 391,532 | 90,946 | 391,532 | 98,870 |
(Loss) / Gain on disposal of fixed assets | (26,166) | 93,202 | (26,167) | 93,202 |
Interest income | 492 | 7,741 | 2,213 | 46,155 |
Interest expense | (39,688) | (22,604) | (81,869) | (56,383) |
Total Other Income (Expenses) | 326,170 | 169,285 | 285,709 | 181,844 |
Net Loss | (5,574,487) | (5,043,093) | (11,700,057) | (10,902,432) |
Net Loss attributable to Non-Controlling Interest | 47,539 | 5,779 | 56,963 | 15,346 |
Net Loss attributable to VolitionRx Limited Stockholders | (5,526,948) | (5,037,314) | (11,643,094) | (10,887,086) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | (44,548) | (74,320) | 89,585 | 299,606 |
Net Comprehensive Loss | $ (5,619,035) | $ (5,117,413) | $ (11,610,472) | $ (10,602,826) |
Net Loss Per Share - Basic and Diluted attributable to VolitionRx Limited | $ (0.10) | $ (0.12) | $ (0.22) | $ (0.26) |
Weighted Average Shares Outstanding | ||||
- Basic and Diluted | 52,947,173 | 43,414,318 | 51,943,534 | 42,312,172 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non Controlling Interest |
Balance, shares at Dec. 31, 2019 | 41,125,303 | |||||
Balance, amount at Dec. 31, 2019 | $ 14,198,566 | $ 41,125 | $ 103,853,627 | $ 125,670 | $ (89,821,856) | $ 0 |
Common stock issued for Director compensation in Volition Germany, shares | 73,263 | |||||
Common stock issued for Director compensation in Volition Germany, amount | 333,969 | $ 73 | 333,896 | 0 | 0 | 0 |
Common stock issued for cashless exercise of stock options, shares | 19,430 | |||||
Common stock issued for cashless exercise of stock options, amount | 0 | $ 20 | (20) | 0 | 0 | 0 |
Stock-based compensation | 192,669 | $ 0 | 192,669 | 0 | 0 | 0 |
Stock repurchase, shares | (11,364) | |||||
Stock repurchase, amount | (54,434) | $ (11) | (54,423) | 0 | 0 | 0 |
Foreign currency translation | 373,926 | 0 | 0 | 373,926 | 0 | 0 |
Net loss for the period | (5,859,339) | $ 0 | 0 | 0 | (5,849,772) | (9,567) |
Balance, shares at Mar. 31, 2020 | 41,206,632 | |||||
Balance, amount at Mar. 31, 2020 | 9,185,357 | $ 41,207 | 104,325,749 | 499,596 | (95,671,628) | (9,567) |
Stock-based compensation | 360,640 | 0 | 360,640 | 0 | 0 | 0 |
Foreign currency translation | (74,320) | 0 | 0 | (74,320) | 0 | 0 |
Net loss for the period | (5,043,093) | $ 0 | 0 | 0 | (5,037,314) | (5,779) |
Common stock issued for cash, net, shares | 5,452,922 | |||||
Common stock issued for cash, net, amount | 14,234,613 | $ 5,453 | 14,229,160 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2020 | 46,659,554 | |||||
Balance, amount at Jun. 30, 2020 | 18,663,197 | $ 46,660 | 118,915,549 | 425,276 | (100,708,942) | (15,346) |
Balance, shares at Dec. 31, 2020 | 48,607,017 | |||||
Balance, amount at Dec. 31, 2020 | 16,293,718 | $ 48,607 | 126,526,239 | (59,978) | (110,173,971) | (47,179) |
Stock-based compensation | 555,342 | 0 | 555,342 | 0 | 0 | 0 |
Foreign currency translation | 134,133 | 0 | 0 | 134,133 | 0 | 0 |
Net loss for the period | (6,125,570) | $ 0 | 0 | 0 | (6,116,146) | (9,424) |
Common stock issued for cash, net, shares | 4,183,533 | |||||
Common stock issued for cash, net, amount | 20,328,928 | $ 4,184 | 20,324,744 | 0 | 0 | 0 |
Common stock issued for cashless exercise of stock options and settlement of RSUs, shares | 80,451 | |||||
Common stock issued for cashless exercise of stock options and settlement of RSUs, amount | 0 | $ 80 | (80) | 0 | 0 | 0 |
Tax withholdings paid related to stock-based compensation | (23,758) | $ 0 | (23,758) | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2021 | 52,871,001 | |||||
Balance, amount at Mar. 31, 2021 | 31,162,793 | $ 52,871 | 147,382,487 | 74,155 | (116,290,117) | (56,603) |
Stock-based compensation | 337,744 | 0 | 337,744 | 0 | 0 | 0 |
Foreign currency translation | (44,548) | 0 | 0 | (44,548) | 0 | 0 |
Net loss for the period | (5,574,487) | $ 0 | 0 | 0 | (5,526,948) | (47,539) |
Common stock issued for cash, net, shares | 251,369 | |||||
Common stock issued for cash, net, amount | 854,711 | $ 251 | 854,460 | 0 | 0 | 0 |
Common stock issued for cashless exercise of stock options and settlement of RSUs, shares | 21,712 | |||||
Common stock issued for cashless exercise of stock options and settlement of RSUs, amount | 0 | $ 22 | (22) | 0 | 0 | 0 |
Tax withholdings paid related to stock-based compensation | (106,668) | $ 0 | (106,668) | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 53,144,082 | |||||
Balance, amount at Jun. 30, 2021 | $ 26,629,545 | $ 53,144 | $ 148,468,001 | $ 29,607 | $ (121,817,065) | $ (104,142) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities | ||
Net loss | $ (11,700,057) | $ (10,902,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 471,754 | 359,233 |
Amortization of operating lease right-of-use assets | 99,035 | 125,871 |
Loss (Gain) on disposal of fixed assets | 26,166 | (93,202) |
Stock-based compensation | 893,086 | 553,309 |
Common stock issued for Director compensation in Volition Germany | 0 | 333,969 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (632,320) | (317,795) |
Accounts receivable | (8,682) | (3,223) |
Other current assets | 50,605 | (109,213) |
Accounts payable and accrued liabilities | (630,236) | 959,425 |
Management and directors' fees payable | (36,791) | (10,497) |
Right-of-use assets operating leases liabilities | (98,789) | (125,331) |
Net Cash Used In Operating Activities | (11,566,229) | (9,229,886) |
Investing Activities: | ||
Purchases of property and equipment | (703,180) | (597,366) |
Net Cash Used In Investing Activities | (703,180) | (597,366) |
Financing Activities: | ||
Net proceeds from issuances of common stock | 21,183,639 | 14,234,613 |
Tax withholdings paid related to stock-based compensation | (130,426) | 0 |
Common stock repurchased | 0 | (54,434) |
Proceeds from grants repayable | 37,672 | 3,802 |
Proceeds from long-term debt | 79,614 | 0 |
Payments on long-term debt | (383,782) | (234,172) |
Payments on grants repayable | (47,830) | 0 |
Payments on finance lease obligations | (29,347) | (69,483) |
Net Cash Provided By Financing Activities | 20,709,540 | 13,880,326 |
Effect of foreign exchange on cash | 28,301 | 286,024 |
Net Change in Cash | 8,468,432 | 4,339,098 |
Cash and cash equivalents - Beginning of Period | 19,444,737 | 16,966,168 |
Cash and cash equivalents - End of Period | 27,913,169 | 21,305,266 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid | 81,869 | 56,383 |
Non-Cash Financing Activities: | ||
Common stock issued on cashless exercises of stock options | 80 | 20 |
Offering costs from issuance of common stock | $ 119,029 | $ 1,229,169 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | Note 1 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The interim consolidated financial statements of VolitionRx Limited (the "Company", "VolitionRx," "we" or "us") for the three and six months ended June 30, 2021 and June 30, 2020, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2021, and our results of operations and cash flows for the periods ended June 30, 2021 and June 30, 2020, respectively. The results of operations for the periods ended June 30, 2021 and June 30, 2020, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the "SEC") on March 22, 2021. U se of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. P rinciples of Consolidation The accompanying condensed consolidated financial statements for the period ended June 30, 2021 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited ("Singapore Volition"). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SRL ("Belgian Volition"). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited ("Volition Diagnostics"), Volition America, Inc. ("Volition America"), Volition Germany GmbH ("Volition Germany"), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC ("Volition Vet"). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2021, cash and cash equivalents totaled approximately $27.9 million, of which $20.2 million was held in an overnight money market account. Accounts Receivables Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2021, the accounts receivable balance was $15,832 and the allowance for doubtful debts was $nil. Revenue Recognition The Company adopted Accounting Standards Codification ("ASC") 606, " Revenue from Contracts with Customers," The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in "Royalty" in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in "Product" in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company's laboratory on behalf of third parties in "Services" in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company's control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. B asic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share," Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts in the statement of stockholders' equity and cash flows to be consistent with the current year classification. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. COVID-19 Pandemic Impact As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions that could impact our clinical trials, including delays enrolling patients and in sample collection. The extent to which the COVID-19 pandemic will impact the Company's business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Going Concern | |
Note 2 - Going Concern | No te 2 - Going Concern The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $121.8 million, has negative cash flows from operations, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or to generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Note 3 - Property and Equipment | Note 3 - Property and Equipment The Company's property and equipment consisted of the following amounts as of June 30, 2021 and December 31, 2020: June 30, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 579,410 455,285 124,125 Laboratory equipment 5 years 3,026,194 1,271,580 1,754,614 Office furniture and equipment 5 years 297,841 193,087 104,754 Buildings 30 years 2,293,345 239,727 2,053,618 Building improvements 5-15 years 1,310,063 222,745 1,087,318 Land Not amortized 142,217 - 142,217 7,649,070 2,382,424 5,266,646 December 31, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 550,254 412,805 137,449 Laboratory equipment 5 years 2,586,997 1,060,153 1,526,844 Office furniture and equipment 5 years 271,656 171,247 100,409 Buildings 30 years 2,366,236 207,111 2,159,125 Building improvements 5-15 years 1,285,383 184,813 1,100,570 Land Not amortized 146,737 - 146,737 7,207,263 2,036,129 5,171,134 During the six-month periods ended June 30, 2021 and June 30, 2020, the Company recognized $425,187 and $316,405, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets | |
Note 4 - Intangible Assets | Note 4 - Intangible Assets The Company's intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets' estimated useful lives, which range from 8 to 20 years. June 30, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,219,693 953,107 266,586 December 31, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,256,064 934,423 321,641 During the six-month periods ended June 30, 2021 and June 30, 2020, the Company recognized $46,567 and $42,828, respectively, in amortization expense. The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2021 - remaining $ 45,326 2022 $ 91,015 2023 $ 91,015 2024 $ 39,230 2025 $ - Total Intangible Assets $ 266,586 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 Topic "Property, Plant and Equipment" |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
Note 5 - Related Party Transactions | Note 5 - Related Party Transactions Refer to Note 6, Common Stock Stock-Based Compensation |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock | |
Note 6 - Common Stock | Note 6 - Common Stock As of June 30, 2021, the Company was authorized to issue 100 million shares of common stock par value $0.001 per share, of which 53,144,082 and 48,607,017 shares were issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. Stock Option Exercises and RSU Settlements From January 13, 2021 to March 19, 2021, 7,634 stock options were exercised to purchase shares of common stock at $3.35 per share in a cashless exercise that resulted in the issuance of 948 shares of common stock. On January 20, 2021, 5,000 RSUs vested and resulted in the issuance of 3,000 shares of common stock (the remaining 2,000 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan). On February 2, 2021, 20,000 stock options were exercised to purchase shares of common stock at $3.80 per share in a cashless exercise that resulted in the issuance of 6,181 shares of common stock. On February 8, 2021, 100,000 stock options were exercised to purchase shares of common stock at $5.00 per share in a cashless exercise that resulted in the issuance of 19,446 shares of common stock. From February 8, 2021 to February 9, 2021, 100,000 stock options were exercised to purchase shares of common stock at $4.00 per share in cashless exercises that resulted in the issuance of 32,126 shares of common stock. On February 8, 2021, 50,000 stock options were exercised to purchase shares of common stock at $3.25 per share in a cashless exercise that resulted in the issuance of 18,750 shares of common stock. On April 13, 2021, 26,250 RSUs vested and resulted in the issuance of 21,712 shares of common stock (the remaining 4,538 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan). Equity Capital Raise On February 10, 2021, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Cantor Fitzgerald & Co. (the "Underwriter") in connection with an underwritten public offering of 3,809,524 shares (the "Firm Shares") of the Company's common stock pursuant to the Company's shelf registration statement on Form S-3 (declared effective by the SEC on September 28, 2018, File No. 333-227248). The Underwriter purchased the Firm Shares from the Company at a price of $4.9533 per share on February 12, 2021. The net proceeds received by the Company for the sale and issuance of the Firm Shares were approximately $18.9 million. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 571,428 shares of Common Stock at the same price per share as the Firm Shares which option was not exercised. Equity Distribution Agreements On November 10, 2020, the Company entered into an equity distribution agreement (the "2020 EDA") with Cantor Fitzgerald & Co. ("Cantor") and Oppenheimer & Co. Inc. ("Oppenheimer"), to sell shares of its common stock having an aggregate offering price of up to $25.0 million from time-to-time, through an "at the market offering program" pursuant to the Company's effective "shelf" registration statement on Form S-3 (File No. 333-227248) and related prospectuses, through Cantor and Oppenheimer each acting as the Company's agent and/or principal. The Company is not obligated to sell any shares under the 2020 EDA. During the three months ended June 30, 2021, the Company raised aggregate net proceeds (net of broker's commissions and fees) of $857,211 under the 2020 EDA through the sale of 251,369 shares of its common stock. From inception through June 30, 2021, the Company raised aggregate net proceeds (net of broker's commissions and fees) of $1,201,167 under the 2020 EDA through the sale of 316,769 shares of its common stock. On September 7, 2018, the Company entered into an equity distribution agreement (as amended, the "2018 EDA") with Oppenheimer to sell shares of common stock having an aggregate offering price of up to $10.0 million from time-to-time, through an "at the market offering program" pursuant to the Company's effective "shelf" registration statement on Form S-3 (File No 333-227248) and related prospectuses, through Oppenheimer acting as the Company's agent and/or principal. From inception through March 31, 2021, the Company raised aggregate net proceeds (net of broker's commissions and fees) of approximately $9.7 million under the 2018 EDA through the sale of 2,539,606 shares of its common stock and fully utilized the availability under the 2018 EDA during the quarter ended March 31, 2021. No further sales will be made under the 2018 EDA. |
StockBased Compensation
StockBased Compensation | 6 Months Ended |
Jun. 30, 2021 | |
StockBased Compensation | |
Note 7 - Stock-based Compensation | Note 7 - Stock-Based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2021: Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2020 175,000 2.75 Granted 310,000 4.52 Outstanding at June 30, 2021 485,000 3.88 Exercisable at June 30, 2021 125,000 2.47 Effective January 1, 2021, the Company granted warrants to purchase 125,000 shares of common stock to a Company employee for services to the Company. These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share. The Company has calculated the estimated fair market value of these warrants at $242,877, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.95, exercise price $3.80, 74.53% volatility, 0.50% risk free rate, and no forfeiture rate. Effective February 1, 2021, the Company granted warrants to purchase 185,000 shares of common stock to a Company employee for services to the Company. These warrants vest on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share. The Company has calculated the estimated fair market value of these warrants at $459,352, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $4.90, exercise price $4.80, 75.03% volatility, 0.59% risk free rate, and no forfeiture rate. Below is a table summarizing the warrants issued and outstanding as of June 30, 2021, which have an aggregate weighted average remaining contractual life of 4.46 years. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 125,000 125,000 2.47 0.83 308,750 50,000 - 3.45 4.67 172,500 185,000 - 4.90 5.59 906,500 125,000 - 3.95 5.51 493,750 485,000 125,000 1,881,500 Stock-based compensation expense related to warrants of $337,823 and $41,587 was recorded in the six months ended June 30, 2021 and June 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $402,971 and is expected to be recognized over a period of 0.59 years. As of June 30, 2021, the total intrinsic value of warrants outstanding was $102,500. b ) Options The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2021: Weighted Average Number of Exercise Options Price ($) Outstanding at December 31, 2020 4,278,619 4.00 Granted 40,000 3.60 Exercised (277,634) 4.19 Outstanding at June 30, 2021 4,040,985 3.99 Exercisable at June 30, 2021 3,990,985 3.99 Effective May 20, 2021, the Company granted stock options to purchase 40,000 shares of common stock to a Company employee in exchange for services provided to the Company. These options vest on May 20, 2022 and expire five years after the vesting date, with an exercise price of $3.60 per share. The Company has calculated the estimated fair market value of these options at $73,641, using the Black-Scholes model and the following assumptions: term 3.5 years, stock price $3.50, exercise price $3.60, 76.16% volatility, 0.58% risk free rate, and no forfeiture rate. Below is a table summarizing the options issued and outstanding as of June 30, 2021, all of which were issued pursuant to the 2011 Equity Incentive Plan (for option issuances prior to 2016) or the 2015 Stock Incentive Plan (for option issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 2.54 years. As of June 30, 2021, an aggregate of 6,000,000 shares of common stock were authorized for issuance under the 2015 Stock Incentive Plan, of which 1,968,852 shares of common stock remained available for future issuance thereunder. Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 635,000 635,000 3.25 3.62 2,063,750 2,717 2,717 3.35 0.18 9,102 10,000 - 3.40 5.42 34,000 860,000 820,000 3.60 4.85 3,096,000 1,682,837 1,682,837 4.00 1.26 6,731,348 15,268 15,268 4.35 0.65 66,416 89,163 89,163 4.38 2.57 390,534 50,000 50,000 4.80 1.51 240,000 696,000 696,000 5.00 1.74 3,480,000 4,040,985 3,990,985 16,111,150 Stock-based compensation expense related to stock options of $418,292 and $482,103 was recorded in the six months ended June 30, 2021 and June 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $72,095 and is expected to be recognized over a period of 0.89 years. As of June 30, 2021, the total intrinsic value of stock options outstanding was $25,400. c ) Restricted Stock Units (RSUs) Below is a table summarizing the RSUs issued and outstanding as of June 30, 2021, all of which were issued pursuant to the 2015 Stock Incentive Plan. Number of RSUs Share Price ($) Outstanding at December 31, 2020 67,500 3.47 Granted 185,000 3.37 Vested (31,250) 3.56 Cancelled (15,000) 3.30 Outstanding at June 30, 2021 206,250 3.38 Effective January 1, 2021, the Company granted RSUs of 5,000 shares of common stock to a Company employee in exchange for services provided to the Company. These RSUs vested immediately, on January 1, 2021 and resulted in the issuance of 3,000 shares (the remaining 2,000 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan) and total compensation expense of $19,450. Effective March 25, 2021, the Company granted aggregate RSUs of 30,000 shares of common stock to two non-executive directors in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of March 25, 2022 and March 25, 2023 and will result in total compensation expense of $107,700. On March 25, 2021, 15,000 RSUs previously granted to a non-executive director were cancelled and returned as authorized shares under the 2015 Stock Incentive Plan upon the resignation of such director prior to vesting. On April 13, 2021, 26,250 RSUs vested and resulted in the issuance of 21,712 shares (the remaining 4,538 shares were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan). Effective May 1, 2021, the Company granted RSUs of 150,000 shares of common stock to an employee in exchange for services provided to the Company. These RSUs vest over three years with 50,000 units vesting on each of May 1, 2022, May 1, 2023 and May 1, 2024, respectively, and will result in total compensation expense of $496,500 Below is a table summarizing the RSUs issued and outstanding as of June 30, 2021 and which have an aggregate weighted average remaining contractual life of 1.62 years. Weighted Average Remaining Number Share Contractual Outstanding Price ($) Life (Years) 150,000 3.31 1.84 26,250 3.52 0.39 30,000 3.59 1.23 206,250 Stock-based compensation expense related to RSUs of $136,971 and $29,619 was recorded in the six months ended June 30, 2021 and June 30, 2020, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $568,243. As of June 30, 2021, the total intrinsic value of the RSUs outstanding was $nil. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Note 8 - Commitments and Contingencies | Note 8 - Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a real estate finance lease with ING Asset Finance Belgium S.A. ("ING") to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%. As of June 30, 2021, the balance payable was $606,213. In 2018, the Company entered into a capital lease with BNP Paribas leasing solutions to purchase a freezer for the Belgium facility for €25,000, maturing in January 2022 with implicit interest of 1.35%. The leased equipment is amortized on a straight-line basis over 5 years. As of June 30, 2021, the balance payable was $6,460. The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2021. 2021 - remaining $ 36,917 2022 $ 65,234 2023 $ 63,745 2024 $ 63,744 2025 $ 63,744 Greater than 5 years $ 406,356 Total $ 699,740 Less: Amount representing interest $ (87,067) Present value of minimum lease payments $ 612,673 b) Operating Lease Right-of-Use Obligations As all the existing leases subject to the new lease standard ASC 842 ("Leases") As of June 30, 2021, operating lease right-of-use assets and liabilities arising from operating leases were $318,393 and $323,996, respectively. During the six months ended June 30, 2021, cash paid for amounts included for the measurement of lease liabilities was $44,059 and the Company recorded operating lease expense of $44,355. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2021. 2021 - remaining $ 103,130 2022 $ 101,644 2023 $ 76,422 2024 $ 50,027 2025 $ 5,417 Total Operating Lease Obligations $ 336,640 Less: Amount representing interest $ (12,644) Present Value of minimum lease payments $ 323,996 The Company's office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2021, $37,417 was recognized in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2021 - remaining $ 38,855 2022 $ 38,222 Total Operating Lease Liabilities $ 77,077 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million. Per the terms of the agreement, €314,406 of the grant is to be repaid, by installments over the period from June 30, 2014 to June 30, 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6% royalty on revenue, is equal to twice the amount of funding received. As of June 30, 2021, the grant balance repayable was $65,183. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000. Per the terms of the agreement, €181,500 of the grant is to be repaid by installments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of June 30, 2021, the grant balance repayable was $127,215. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433. Per the terms of the agreement, €278,830 of the grant is to be repaid by installments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of June 30, 2021, the grant balance repayable was $55,040. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000. Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of June 30, 2021, the grant balance repayable was $61,254. As of June 30, 2021, the total grant balance repayable was $308,692 and the payments remaining were as follows: 2021 - remaining $ - 2022 $ 46,138 2023 $ 44,367 2024 $ 19,253 2025 $ 21,194 Greater than 5 years $ 177,740 Total Grants Repayable $ 308,692 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing in December 2023. As of June 30, 2021, the principal balance payable was $220,175. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing in December 2031. As of June 30, 2021, the principal balance payable was $238,224. In 2017, the Company entered into a 4-year loan agreement with Namur Invest for €350,000 with a fixed interest rate of 4.00%, maturing in June 2021. As of June 30, 2021, the principal balance payable was $0. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing in September 2024. As of June 30, 2021, €1 million had been drawn down under this agreement and the principal balance payable was $888,857. In 2018, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.0%, maturing in June 2022. As of June 30, 2021, the principal balance payable was $177,839. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.80%, maturing in September 2024. As of June 30, 2021, the principal balance payable was $553,460. On October 13, 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of June 30, 2021, the principal balance payable was $963,562. As of June 30, 2021, the total balance for long-term debt payable was $3,042,117 and the payments remaining were as follows: 2021 - remaining $ 508,394 2022 $ 779,595 2023 $ 678,071 2024 $ 527,666 2025 $ 145,755 Greater than 5 years $ 784,900 Total $ 3,424,381 Less: Amount representing interest $ (382,264) Total Long-Term Debt $ 3,042,117 e) Collaborative Agreement Obligations In 2016, the Company entered into a research co-operation agreement with DKFZ in Germany for a five-year period for €400,000. As of June 30, 2021, $237,029 is still to be paid by the Company under this agreement. In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2021, $510,000 is still to be paid by the Company under this agreement. In 2019, the Company entered into a research collaboration agreement with the University of Taiwan for a two-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. As of June 30, 2021, $0 is still to be paid by the Company under this agreement. In 2019, the Company entered into a funded sponsored research agreement with the Texas A&M University ("TAMU") in consideration for the license granted to the Company for a five-year period for a cost to the Company of up to $400,000 payable over such period. As of June 30, 2021, $122,123 is still to be paid by the Company under this agreement. On September 16, 2020, the Company entered into a research agreement for the bioinformatic analysis of cell-free DNA fragments from whole-genome sequencing with the Hebrew University of Jerusalem for six months for a cost to the Company of €54,879. Subsequently the parties entered into an amendment to the agreement with an additional cost to the Company of €155,115. As of June 30, 2021, $94,947 is still to be paid by the Company under the amended agreement. As of June 30, 2021, the total amount to be paid for future research and collaboration commitments was approximately $964,099 and the payments remaining were as follows: 2021 - remaining $ 842,026 2022 - 2025 $ 122,073 Total Collaborative Agreement Obligations $ 964,099 f) Other Commitments Volition Vet On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of June 30, 2021, TAMU has a 12.5% equity interest in Volition Vet. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH ("Octamer"), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or "Volition Germany"). Upon considering the definition of a business, as defined in ASC 805 "Business Combinations," - The Company agreed to terms of the transaction on December 13, 2019 and closed on January 10, 2020. Pursuant to the transaction agreement, the Company purchased all outstanding shares of Octamer. In exchange, the Company agreed to issue 73,263 newly issued restricted shares of Company common stock valued at $333,969 (based on the $4.56 per share volume weighted trading price for the five days prior to December 13, 2019), committed to pay approximately €350,000, subject to adjustments, and agreed to pay off certain Octamer expenses leading up to the agreement (representing net liabilities of $6,535). At closing, the Company issued 73,263 restricted shares of Company common stock, paid an adjusted amount of approximately $357,000 (€321,736) and recorded a holdback liability of $55,404 (€50,000). During the three months ended March 31, 2021, an amount of €43,152 was paid in full settlement of the amount due. In connection with the transaction agreement, the Company also entered into a two-year Managing Director's agreement with the founder of Octamer to continue to manage Volition Germany for a payment of €288,000 payable in equal monthly installments over such two-year period and a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany's nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. During the three months ended March 31, 2020, the Company recorded approximately $753,000 in January 2020 as compensation expense as a result of cash paid in, holdback liability, stock issued and assumption of expenses. As of June 30, 2021, $85,330 is still to be paid by the Company under the Managing Director's agreement and $229 is payable under the 6% royalty agreement. Volition America On November 3, 2020, the Company entered into a professional services master agreement with Diagnostic Oncology CRO, LLC to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. Under the terms of the agreement Diagnostic Oncology CRO, LLC will provide ad hoc consulting assistance on a project-by-project basis related to the review and assessment of existing data and information to prepare recommended intended use claims and coverage/reimbursement plans to support the preparation of FDA pre-submissions, clinical trial protocol development and study administration, and potential 510k regulatory marketing submissions of the Company's diagnostic tests, including those proposed for use as an adjunct diagnostic tool for common and aggressive forms of Non-Hodgkin's Lymphoma. The initial projects contemplated by the agreement relating to Non-Hodgkin's Lymphoma obligate the Company to pay in aggregate of up to $2.9 million over a period of 22 months. Such payment obligations are on a project-by-project basis as deliverables are executed and subject to certain terms and conditions. Additionally, the Company may terminate the agreement or any project with or without cause upon at least 30 days' prior written notice. Unless earlier terminated, the term of the agreement is until December 31, 2025 or such later date as when all projects have been completed. As of June 30, 2021, $18,344 is payable by Company for services rendered under the agreement. g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Note 9 - Subsequent Events | Note 9 - Subsequent Events On July 14, 2021, the Board of Directors of the Company amended the terms of certain outstanding options granted pursuant to the 2011 Equity Incentive Plan such that (i) the expiration date for outstanding options to purchase up to an aggregate of 292,000 shares of the Company's common stock, granted on July 23, 2015, was extended from five years and six months after vesting to ten years from the date of grant, or an expiration date of July 23, 2025, (ii) the expiration date for outstanding options to purchase up to an aggregate of 6,367 shares of the Company's common stock, granted on March 20, 2013, was extended from six years after vesting to ten years from the date of grant, or an expiration date of March 20, 2023, and (iii) the expiration date for outstanding options to purchase up to an aggregate of 8,151 shares of the Company's common stock, granted September 2, 2013, was extended from six years after vesting to ten years from the date of grant, or an expiration date of September 2, 2023. As a result of these amendments $452,433 will be recorded as additional options expense. From July 1 to August 5, 2021, the Company raised aggregate net proceeds (net of broker's commissions and fees) of approximately $3,830 under the 2020 EDA through the sale of 1,157 shares of its common stock. Effective August 3, 2021, the Company granted stock options to purchase an aggregate maximum of 926,640 shares of common stock, pursuant to the 2015 Stock Incentive Plan, to various designated directors, officers and employees, with an exercise price of $3.40 per share. The actual number of options that are eligible for the time-based vesting is fixed based upon the timely achievement of certain pre-determined corporate milestones by the Company as set forth in the grant documents. The options eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire 10 years from the date of grant. Effective August 3, 2021, the Company granted RSUs for an aggregate maximum of 460,191 shares of common stock, pursuant to the 2015 Stock Incentive Plan, to various designated directors, officers and employees. The actual number of RSUs that are eligible for the time-based vesting is fixed based upon the timely achievement of certain pre-determined corporate milestones by the Company as set forth in the grant documents. The RSUs eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | |
Basis of Presentation | The interim consolidated financial statements of VolitionRx Limited (the "Company", "VolitionRx," "we" or "us") for the three and six months ended June 30, 2021 and June 30, 2020, respectively, are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position as of June 30, 2021, and our results of operations and cash flows for the periods ended June 30, 2021 and June 30, 2020, respectively. The results of operations for the periods ended June 30, 2021 and June 30, 2020, respectively, are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the "SEC") on March 22, 2021. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. |
Principles of Consolidation | The accompanying condensed consolidated financial statements for the period ended June 30, 2021 include the accounts of the Company and its subsidiaries. The Company has one wholly-owned subsidiary, Singapore Volition Pte. Limited ("Singapore Volition"). Singapore Volition has one wholly-owned subsidiary, Belgian Volition SRL ("Belgian Volition"). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited ("Volition Diagnostics"), Volition America, Inc. ("Volition America"), Volition Germany GmbH ("Volition Germany"), and its one majority-owned subsidiary Volition Veterinary Diagnostics Development LLC ("Volition Vet"). See Note 8(f) for more information regarding Volition Vet and Volition Germany. All intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2021, cash and cash equivalents totaled approximately $27.9 million, of which $20.2 million was held in an overnight money market account. |
Accounts Receivables | Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2021, the accounts receivable balance was $15,832 and the allowance for doubtful debts was $nil. |
Revenue Recognition | The Company adopted Accounting Standards Codification ("ASC") 606, " Revenue from Contracts with Customers," The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented in "Royalty" in the consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. The relevant period estimates of these royalties are based on preliminary gross sales data provided by Active Motif and analysis of historical gross-to-net adjustments. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in "Product" in the consolidated statements of operations and comprehensive loss. Services The Company includes revenue recognized from laboratory services performed in the Company's laboratory on behalf of third parties in "Services" in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company's control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. |
Basic and Diluted Net Loss Per Share | The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share," |
Reclassification | Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts in the statement of stockholders' equity and cash flows to be consistent with the current year classification. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
COVID-19 Pandemic Impact | As of the date of this filing, there continue to be widespread concerns regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. As a result of the COVID-19 pandemic, the Company has experienced and may continue to experience disruptions that could impact our clinical trials, including delays enrolling patients and in sample collection. The extent to which the COVID-19 pandemic will impact the Company's business, financial condition, and results of operations in the future is highly uncertain and will be affected by a number of factors. These include the duration and extent of the COVID-19 pandemic, the development of new variants of the COVID-19 virus that may be more contagious or virulent than previous versions, the scope of mandated or recommended containment and mitigation measures, the effect of government stabilization and recovery efforts, and the success of vaccine distribution programs. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment | |
Schedule of Property and Equipment | June 30, 2021 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 579,410 455,285 124,125 Laboratory equipment 5 years 3,026,194 1,271,580 1,754,614 Office furniture and equipment 5 years 297,841 193,087 104,754 Buildings 30 years 2,293,345 239,727 2,053,618 Building improvements 5-15 years 1,310,063 222,745 1,087,318 Land Not amortized 142,217 - 142,217 7,649,070 2,382,424 5,266,646 December 31, 2020 Accumulated Net Carrying Cost Depreciation Value Useful Life $ $ $ Computer hardware and software 3 years 550,254 412,805 137,449 Laboratory equipment 5 years 2,586,997 1,060,153 1,526,844 Office furniture and equipment 5 years 271,656 171,247 100,409 Buildings 30 years 2,366,236 207,111 2,159,125 Building improvements 5-15 years 1,285,383 184,813 1,100,570 Land Not amortized 146,737 - 146,737 7,207,263 2,036,129 5,171,134 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets | |
Schedule of Intangible Assets | June 30, 2021 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,219,693 953,107 266,586 December 31, 2020 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,256,064 934,423 321,641 |
Schedule of annual estimated amortization | 2021 - remaining $ 45,326 2022 $ 91,015 2023 $ 91,015 2024 $ 39,230 2025 $ - Total Intangible Assets $ 266,586 |
StockBased Compensation (Tables
StockBased Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
StockBased Compensation | |
Summary of changes in warrants outstanding | Number of Weighted Average Warrants Exercise Price ($) Outstanding at December 31, 2020 175,000 2.75 Granted 310,000 4.52 Outstanding at June 30, 2021 485,000 3.88 Exercisable at June 30, 2021 125,000 2.47 |
Summarizing the warrants issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 125,000 125,000 2.47 0.83 308,750 50,000 - 3.45 4.67 172,500 185,000 - 4.90 5.59 906,500 125,000 - 3.95 5.51 493,750 485,000 125,000 1,881,500 |
Summarizes the changes in options outstanding | Weighted Average Number of Exercise Options Price ($) Outstanding at December 31, 2020 4,278,619 4.00 Granted 40,000 3.60 Exercised (277,634) 4.19 Outstanding at June 30, 2021 4,040,985 3.99 Exercisable at June 30, 2021 3,990,985 3.99 |
Summarizing the options issued and outstanding | Weighted Average Remaining Proceeds to Number Number Exercise Contractual Company if Outstanding Exercisable Price ($) Life (Years) Exercised ($) 635,000 635,000 3.25 3.62 2,063,750 2,717 2,717 3.35 0.18 9,102 10,000 - 3.40 5.42 34,000 860,000 820,000 3.60 4.85 3,096,000 1,682,837 1,682,837 4.00 1.26 6,731,348 15,268 15,268 4.35 0.65 66,416 89,163 89,163 4.38 2.57 390,534 50,000 50,000 4.80 1.51 240,000 696,000 696,000 5.00 1.74 3,480,000 4,040,985 3,990,985 16,111,150 |
Summarizing the RSUs issued and outstanding | Number of RSUs Share Price ($) Outstanding at December 31, 2020 67,500 3.47 Granted 185,000 3.37 Vested (31,250) 3.56 Cancelled (15,000) 3.30 Outstanding at June 30, 2021 206,250 3.38 |
Summarizing the RSUs issued and outstanding maturity life | Weighted Average Remaining Number Share Contractual Outstanding Price ($) Life (Years) 150,000 3.31 1.84 26,250 3.52 0.39 30,000 3.59 1.23 206,250 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under financing leases | 2021 - remaining $ 36,917 2022 $ 65,234 2023 $ 63,745 2024 $ 63,744 2025 $ 63,744 Greater than 5 years $ 406,356 Total $ 699,740 Less: Amount representing interest $ (87,067) Present value of minimum lease payments $ 612,673 |
Schedule of future minimum lease payments under operating leases | 2021 - remaining $ 103,130 2022 $ 101,644 2023 $ 76,422 2024 $ 50,027 2025 $ 5,417 Total Operating Lease Obligations $ 336,640 Less: Amount representing interest $ (12,644) Present Value of minimum lease payments $ 323,996 |
Schedule of recognized in short-term lease costs | 2021 - remaining $ 38,855 2022 $ 38,222 Total Operating Lease Liabilities $ 77,077 |
Schedule of Grants Repayable | 2021 - remaining $ - 2022 $ 46,138 2023 $ 44,367 2024 $ 19,253 2025 $ 21,194 Greater than 5 years $ 177,740 Total Grants Repayable $ 308,692 |
Schedule of long-term debt payable | 2021 - remaining $ 508,394 2022 $ 779,595 2023 $ 678,071 2024 $ 527,666 2025 $ 145,755 Greater than 5 years $ 784,900 Total $ 3,424,381 Less: Amount representing interest $ (382,264) Total Long-Term Debt $ 3,042,117 |
Schedule of annual payments of collaborative cgreement obligations | 2021 - remaining $ 842,026 2022 - 2025 $ 122,073 Total Collaborative Agreement Obligations $ 964,099 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | ||
Cash and cash equivalents | $ 27,900,000 | |
Cash and cash equivalents money market account | 20,200,000 | |
Accounts receivable | 15,832 | $ 7,118 |
Allowance for doubtful Debts | $ 0 | |
Potentially dilutive securities excluded from the computation of EPS | 4,732,235 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 117 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | |
Going Concern | |||||
Net loss | $ (5,574,487) | $ (5,043,093) | $ (11,700,057) | $ (10,902,432) | $ 121,800,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cost | $ 7,649,070 | $ 7,207,263 |
Accumulated Depreciation | 2,382,424 | 2,036,129 |
Net Carrying Value | 5,266,646 | 5,171,134 |
Land [Member] | ||
Cost | 142,217 | 146,737 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | $ 142,217 | $ 146,737 |
Useful Life | 0 years | 0 years |
Computer Hardware And Software [Member] | ||
Cost | $ 579,410 | $ 550,254 |
Accumulated Depreciation | 455,285 | 412,805 |
Net Carrying Value | $ 124,125 | $ 137,449 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 3,026,194 | $ 2,586,997 |
Accumulated Depreciation | 1,271,580 | 1,060,153 |
Net Carrying Value | $ 1,754,614 | $ 1,526,844 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 297,841 | $ 271,656 |
Accumulated Depreciation | 193,087 | 171,247 |
Net Carrying Value | $ 104,754 | $ 100,409 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 2,293,345 | $ 2,366,236 |
Accumulated Depreciation | 239,727 | 207,111 |
Net Carrying Value | $ 2,053,618 | $ 2,159,125 |
Useful Life | 30 years | 30 years |
Building Improvements [Member] | ||
Cost | $ 1,310,063 | $ 1,285,383 |
Accumulated Depreciation | 222,745 | 184,813 |
Net Carrying Value | $ 1,087,318 | $ 1,100,570 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property and Equipment | ||
Depreciation Expense | $ 425,187 | $ 316,405 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Net Carrying Value | $ 266,586 | $ 321,641 |
Patents [Member] | ||
Net Carrying Value | 266,586 | 321,641 |
Cost | 1,219,693 | 1,256,064 |
Accumulated Amortization | $ 953,107 | $ 934,423 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Intangible Assets | ||
2021 - remaining | $ 45,326 | |
2022 | 91,015 | |
2023 | 91,015 | |
2024 | 39,230 | |
2025 | 0 | |
Total Intangible Assets | $ 266,586 | $ 321,641 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Amortization expense | $ 46,567 | $ 42,828 |
Minimum [Member] | Patents And Intellectual Property [Member] | ||
Amortization of long-lived asset on straight line basis | 8 years | |
Maximum [Member] | Patents And Intellectual Property [Member] | ||
Amortization of long-lived asset on straight line basis | 20 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Apr. 13, 2021 | Feb. 10, 2021 | Nov. 10, 2020 | Sep. 07, 2018 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Feb. 12, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, shares issued | 53,144,082 | 53,144,082 | 48,607,017 | |||||||
Common stock, shares outstanding | 53,144,082 | 53,144,082 | 48,607,017 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock shares issuable upon exercise of warrants | 5,000 | |||||||||
Equity Distribution Agreement [Member] | ||||||||||
Aggeregate share of common stock offering price | $ 25,000,000 | $ 10,000,000 | ||||||||
Common stock shares sold | 251,369 | 316,769 | ||||||||
Net proceeds of common stock shares | $ 857,211 | |||||||||
Aggregate shares of common stock | 2,539,606 | |||||||||
Broker's commissions fees | $ 9,700,000 | $ 1,201,167 | ||||||||
Underwriting Agreement [Member] | ||||||||||
Aggeregate share of common stock offering price | $ 3,809,524 | |||||||||
Issuance of common stock | 571,428 | |||||||||
Proceeds from Issuance of common stock | $ 18,900,000 | |||||||||
Purchase price per share | $ 4.9533 | |||||||||
February 8, 2021 To February 9, 2021 [Member] | Stock Option [Member] | ||||||||||
Common stock, share issued upon cashless exercise | 32,126 | |||||||||
Price per share | $ 4 | $ 4 | ||||||||
Common stock shares issuable upon exercise of warrants | 100,000 | 100,000 | ||||||||
February 8, 2021 [Member] | Stock Option Two [Member] | ||||||||||
Common stock, share issued upon cashless exercise | 18,750 | |||||||||
Price per share | $ 3.25 | $ 3.25 | ||||||||
Common stock shares issuable upon exercise of warrants | 50,000 | 50,000 | ||||||||
February 8, 2021 [Member] | Stock Option One [Member] | ||||||||||
Common stock, share issued upon cashless exercise | 19,446 | |||||||||
Price per share | $ 5 | $ 5 | ||||||||
Common stock shares issuable upon exercise of warrants | 100,000 | 100,000 | ||||||||
Option [Member] | On 13, April 2021 [Member] | ||||||||||
RSUs vested shares | 26,250 | 26,250 | ||||||||
Common stock, share issued upon cashless exercise | 21,712 | |||||||||
Withheld shares returned remaining | 4,538 | |||||||||
Option [Member] | From January 13, 2021 to March 19, 2021 [Member] | ||||||||||
Common stock, share issued upon cashless exercise | 948 | |||||||||
Price per share | $ 3.35 | $ 3.35 | ||||||||
Common stock shares issuable upon exercise of warrants | 7,634 | 7,634 | ||||||||
Option [Member] | On 2, February 2021 [Member] | ||||||||||
Common stock, share issued upon cashless exercise | 6,181 | |||||||||
Price per share | $ 3.80 | $ 3.80 | ||||||||
Common stock shares issuable upon exercise of warrants | 20,000 | 20,000 | ||||||||
Option [Member] | On January 20, 2021 [Member] | ||||||||||
RSUs vested shares | 5,000 | 5,000 | ||||||||
Common stock, share issued upon cashless exercise | 3,000 | |||||||||
Common stock shares issuable upon exercise of warrants | 5,000 | 5,000 | ||||||||
2015 Stock Incentive Plan [Member] | ||||||||||
Withheld shares returned remaining | 4,538 | 2,000 |
StockBased Compensation (Detail
StockBased Compensation (Details) - Warrants Four[Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of warrants | |
Number of warrants Outstanding beginning balance | shares | 175,000 |
Number of warrants granted | shares | 310,000 |
Number of warrants outstanding ending balance | shares | 485,000 |
Number of Warrants Exercisable | shares | 125,000 |
Weighted Exercise Price | |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 3.88 |
Weighted Average Exercise Price Granted | $ / shares | 4.52 |
Weighted Average Exercise Price ending balance | $ / shares | 3.88 |
Weighted Average Exercise Price exercisable | $ / shares | $ 2.47 |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Number Exercisable | 125,000 |
Number Outstanding | 485,000 |
Proceeds to Company if Exercised | $ | $ 1,881,500 |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 15 days |
Warrants Four[Member] | |
Number Exercisable | 0 |
Number Outstanding | 125,000 |
Proceeds to Company if Exercised | $ | $ 493,750 |
Exercise Price | $ / shares | $ 3.95 |
Weighted Average Remaining Contractual Life (Years) | 5 years 6 months 3 days |
Warrant Three [Member] | |
Number Exercisable | 0 |
Number Outstanding | 185,000 |
Proceeds to Company if Exercised | $ | $ 906,500 |
Exercise Price | $ / shares | $ 4.90 |
Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 2 days |
Warrant One [Member] | |
Number Exercisable | 125,000 |
Number Outstanding | 125,000 |
Proceeds to Company if Exercised | $ | $ 308,750 |
Exercise Price | $ / shares | $ 2.47 |
Weighted Average Remaining Contractual Life (Years) | 9 months 29 days |
Warrant Two [Member] | |
Number Exercisable | 0 |
Number Outstanding | 50,000 |
Proceeds to Company if Exercised | $ | $ 172,500 |
Exercise Price | $ / shares | $ 3.45 |
Weighted Average Remaining Contractual Life (Years) | 4 years 8 months 1 day |
StockBased Compensation (Deta_3
StockBased Compensation (Details 2) - Option Four [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of options | |
Number of options outstanding beginning balance | shares | 4,278,619 |
Granted | shares | 40,000 |
Exercised | shares | (277,634) |
Number of option outstanding ending balance | shares | 4,040,985 |
Number of options exercisable | shares | 3,990,985 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 3.99 |
Weighted Average Exercise Price Granted | $ / shares | 3.60 |
Weighted Average Exercise Price Exercised | $ / shares | 4.19 |
Weighted Average Exercise Price ending balance | $ / shares | 3.99 |
Weighted Average Exercise Price exercisable balance | $ / shares | $ 3.99 |
StockBased Compensation (Deta_4
StockBased Compensation (Details 3) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Number Outstanding, shares | 4,040,985 |
Number Exercisable, shares | 3,990,985 |
Proceeds to Company if Exercised | $ | $ 16,111,150 |
Option Four [Member] | |
Number Outstanding, shares | 860,000 |
Number Exercisable, shares | 820,000 |
Proceeds to Company if Exercised | $ | $ 3,096,000 |
Exercise Price | $ / shares | $ 3.60 |
Weighted Average Remaining Contractual Life(years) | 4 years 10 months 6 days |
Option Three [Member] | |
Number Outstanding, shares | 635,000 |
Number Exercisable, shares | 635,000 |
Proceeds to Company if Exercised | $ | $ 2,063,750 |
Exercise Price | $ / shares | $ 3.25 |
Weighted Average Remaining Contractual Life(years) | 3 years 7 months 13 days |
Option Two [Member] | |
Number Outstanding, shares | 2,717 |
Number Exercisable, shares | 2,717 |
Proceeds to Company if Exercised | $ | $ 9,102 |
Exercise Price | $ / shares | $ 3.35 |
Weighted Average Remaining Contractual Life(years) | 2 months 4 days |
Total Option [Member] | |
Number Outstanding, shares | 10,000 |
Proceeds to Company if Exercised | $ | $ 34,000 |
Exercise Price | $ / shares | $ 3.40 |
Weighted Average Remaining Contractual Life(years) | 5 years 5 months 1 day |
Option Six [Member] | |
Number Outstanding, shares | 15,268 |
Number Exercisable, shares | 15,268 |
Proceeds to Company if Exercised | $ | $ 66,416 |
Exercise Price | $ / shares | $ 4.35 |
Weighted Average Remaining Contractual Life(years) | 7 months 24 days |
Option Seven [Member] | |
Number Outstanding, shares | 1,682,837 |
Number Exercisable, shares | 1,682,837 |
Proceeds to Company if Exercised | $ | $ 6,731,348 |
Exercise Price | $ / shares | $ 4 |
Weighted Average Remaining Contractual Life(years) | 1 year 3 months 3 days |
Option Eight [Member] | |
Number Outstanding, shares | 89,163 |
Number Exercisable, shares | 89,163 |
Proceeds to Company if Exercised | $ | $ 390,534 |
Exercise Price | $ / shares | $ 4.38 |
Weighted Average Remaining Contractual Life(years) | 2 years 6 months 25 days |
Option Nine [Member] | |
Number Outstanding, shares | 50,000 |
Number Exercisable, shares | 50,000 |
Proceeds to Company if Exercised | $ | $ 240,000 |
Exercise Price | $ / shares | $ 4.80 |
Weighted Average Remaining Contractual Life(years) | 1 year 6 months 3 days |
Option Ten [Member] | |
Number Outstanding, shares | 696,000 |
Number Exercisable, shares | 696,000 |
Proceeds to Company if Exercised | $ | $ 3,480,000 |
Exercise Price | $ / shares | $ 5 |
Weighted Average Remaining Contractual Life(years) | 1 year 8 months 26 days |
StockBased Compensation (Deta_5
StockBased Compensation (Details 4) - Stock Option [Member] | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of RSUs outstanding begining balance | shares | 67,500 |
Granted | shares | 185,000 |
Vested | shares | (31,250) |
Cancelled | shares | (15,000) |
Number of RSUs outstanding ending balance | shares | 206,250 |
Share price beginning balance | $ / shares | $ 3.47 |
Share price granted | $ / shares | 3.37 |
Share price vested | $ / shares | 3.56 |
Cancelled net | $ / shares | 3.30 |
Share price ending balance | $ / shares | $ 3.38 |
StockBased Compensation (Deta_6
StockBased Compensation (Details 5) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Option Three [Member] | |
Number of stock Outstanding balance | shares | 30,000 |
Share price | $ / shares | $ 3.59 |
Weighted average remaining contractual life (Years) | 1 year 2 months 23 days |
Total Option [Member] | |
Number of stock Outstanding balance | shares | 206,250 |
Share price | $ / shares | $ 26,250 |
Options One [Member] | |
Number of stock Outstanding balance | shares | 150,000 |
Share price | $ / shares | $ 3.31 |
Weighted average remaining contractual life (Years) | 1 year 10 months 2 days |
Options Two [Member] | |
Number of stock Outstanding balance | shares | 26,250 |
Share price | $ / shares | $ 3.52 |
Weighted average remaining contractual life (Years) | 4 months 20 days |
StockBased Compensation (Deta_7
StockBased Compensation (Details Narrative) - USD ($) | Apr. 13, 2021 | Mar. 25, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 01, 2021 | Jan. 01, 2021 |
Stock compensation expenses | $ 337,823 | $ 41,587 | ||||
Compensation cost related to non-vested warrants | $ 402,971 | |||||
Vesting term | 7 months 2 days | |||||
Common stock shares issuable upon exercise of warrants | 5,000 | |||||
Restricted stock units description | Company granted aggregate RSUs of 30,000 shares of common stock to two non-executive directors in exchange for services provided to the Company. These RSUs vest over two years, with 50% vesting on each of March 25, 2022 and March 25, 2023 | |||||
Restricted stock units, shares | 15,000 | |||||
Aggregate weighted average remaining contractual life | 4 years 5 months 15 days | |||||
Price per share | $ 4.90 | $ 3.95 | ||||
Intrinsic value | $ 102,500 | |||||
May 1, 2021 [Member] | ||||||
Stock compensation expenses | $ 496,500 | |||||
Restricted stock units description | These RSUs vest over three years with 50,000 units vesting on each of May 1, 2022, May 1, 2023 and May 1, 2024 | |||||
RSUs vested shares | 150,000 | |||||
January 1, 2021 [Member] | ||||||
Term | 3 years 6 months | |||||
Stock price | $ 3.95 | |||||
Volatility | 74.53% | |||||
Exercise price | $ 3.80 | |||||
Risk free rate | 0.50% | |||||
Expire description | These warrants vest on January 1, 2022 (subject to continued employment through such date) and expire on January 1, 2027, with an exercise price of $3.95 per share | |||||
Common stock, share issued upon cashless exercise | 3,000 | |||||
Warrants to purchase, shares | 125,000 | |||||
Warrants to purchase, amount | $ 242,877 | |||||
Total Compensation expense | $ 107,700 | $ 19,450 | ||||
February 1, 2021 [Member] | ||||||
Term | 3 years 6 months | |||||
Stock price | $ 4.90 | |||||
Volatility | 75.03% | |||||
Exercise price | $ 4.80 | |||||
Risk free rate | 0.59% | |||||
Expire description | These warrants vest on February 1, 2022 (subject to continued employment through such date) and expire on February 1, 2027, with an exercise price of $4.90 per share | |||||
Warrants to purchase, shares | 185,000 | |||||
Warrants to purchase, amount | $ 459,352 | |||||
Option [Member] | 2015 Equity Incentive Plan [Member] | ||||||
Compensation cost related to non-vested warrants | $ 72,095 | |||||
Aggregate weighted average remaining contractual life | 2 years 6 months 14 days | |||||
Intrinsic value | $ 25,400 | |||||
Term | 10 months 20 days | |||||
Stock-based compensation expense | $ 418,292 | 482,103 | ||||
Common stock shares reserved for future issuance | 1,968,852 | |||||
Common stock, shares authorized | 6,000,000 | |||||
Option [Member] | On 13, April 2021 [Member] | ||||||
RSUs vested shares | 26,250 | |||||
Common stock, share issued upon cashless exercise | 21,712 | |||||
Withheld shares returned remaining | 4,538 | |||||
Option [Member] | On January 20, 2021 [Member] | ||||||
Common stock shares issuable upon exercise of warrants | 5,000 | |||||
RSUs vested shares | 5,000 | |||||
Common stock, share issued upon cashless exercise | 3,000 | |||||
Option [Member] | On 20, May 2021 [Member] | ||||||
Fair market value of options | $ 73,641 | |||||
Term | 3 years 6 months | |||||
Stock price | $ 3.50 | |||||
Volatility | 76.16% | |||||
Exercise price | $ 3.60 | |||||
Risk free rate | 0.58% | |||||
Expire description | These options vest on May 20, 2022 and expire five years after the vesting date, with an exercise price of $3.60 per share | |||||
Stock options purchase shares of common stock | 40,000 | |||||
Restricted Stock Units [Member] | ||||||
Stock compensation expenses | $ 136,971 | $ 29,619 | ||||
Compensation cost related to non-vested warrants | $ 568,243 | |||||
Aggregate weighted average remaining contractual life | 7 months 13 days | |||||
Intrinsic value | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Jun. 30, 2021USD ($) |
2021 - remaining | $ 36,917 |
2022 | 65,234 |
2023 | 63,745 |
2024 | 63,744 |
2025 | 63,744 |
Greater than 5 years | 406,356 |
Total | 699,740 |
Less: Amount representing interest | (87,067) |
Present value of minimum lease payments | $ 612,673 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Jun. 30, 2021USD ($) |
Total Operating Lease Obligations | $ 77,077 |
Operating Lease Right of Use Obligations [Member] | |
2021 - remaining | 103,130 |
2022 | 101,644 |
2023 | 76,422 |
2024 | 50,027 |
2025 | 5,417 |
Total Operating Lease Obligations | 336,640 |
Less: Amount representing interest | (12,644) |
Present value of minimum lease payments | $ 323,996 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Jun. 30, 2021USD ($) |
Commitments and Contingencies | |
2021 - remaining | $ 38,855 |
2022 | 38,222 |
Total Operating Lease Liabilities | $ 77,077 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
2021 - remaining | $ 35,554 | $ 69,218 |
Grants Repayable [Member] | ||
2021 - remaining | 0 | |
2022 | 46,138 | |
2023 | 44,367 | |
2024 | 19,253 | |
2025 | 21,194 | |
Greater than 5 years | 177,740 | |
Total Grants Repayable | $ 308,692 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Jun. 30, 2021USD ($) |
Commitments and Contingencies | |
2021 - remaining | $ 508,394 |
2022 | 779,595 |
2023 | 678,071 |
2024 | 527,666 |
2025 | 145,755 |
Greater than 5 years | 784,900 |
Total | 3,424,381 |
Less: Amount representing interest | (382,264) |
Total Long-Term Debt | $ 3,042,117 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Jun. 30, 2021USD ($) |
Commitments and Contingencies | |
2021 - remaining | $ 842,026 |
2022 - 2025 | 122,073 |
Total Collaborative Agreement Obligations | $ 964,099 |
Commitments and Contingencies_8
Commitments and Contingencies (Details Narrative) | Nov. 03, 2020 | Dec. 13, 2019EUR (€)shares | Dec. 13, 2019USD ($)$ / sharesshares | Jun. 30, 2021EUR (€) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Total Long-Term Debt | $ 3,042,117 | ||||||
Payments for future research and collobration | 964,099 | ||||||
Short term lease costs | $ 37,417 | ||||||
Aggerate amount payable, description | the Company to pay in aggregate of up to $2.9 million over a period of 22 months. | ||||||
Amount payable | 308,692 | ||||||
Operating lease right-of-use assets | 318,393 | $ 326,085 | |||||
In 2018 [Member] | Finance Lease Obligations [Member] | BNP Paribas leasing solutions [Member] | |||||||
Amount payable | $ 6,460 | ||||||
Purchase price for the property | € | € 25,000 | ||||||
Maturity date | Jan. 31, 2022 | Jan. 31, 2022 | |||||
Implicit interest | 1.35% | 1.35% | |||||
Leased equipment amortized term | 5 years | 5 years | |||||
In 2019 [Member] | Taxes A&M University [Member] | |||||||
Repayment of long-term loan amount | $ 400,000 | ||||||
Loan agreement term | 5 years | 5 years | |||||
Collaborative obligations amount due | $ 122,123 | ||||||
In 2019 [Member] | Collaborative Arrangement, Co-promotion [Member] | |||||||
Collaborative obligations amount due | 0 | ||||||
Research collaboration agreement description | Company entered into a research collaboration agreement with the University of Taiwan for a two-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. | Company entered into a research collaboration agreement with the University of Taiwan for a two-year period to collect a total of 1,200 samples for a cost to the Company of up to $320,000 payable over such period. | |||||
January 10, 2020 [Member] | |||||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, value | $ 333,969 | ||||||
Restricted shares issued | shares | 73,263 | 73,263 | |||||
Common stock, restricted shares issued in exchange of purchased outstanding shares, shares | shares | 73,263 | 73,263 | |||||
Weighted trading price per share | $ / shares | $ 4.56 | ||||||
Repayment of debt | € | € 350,000 | ||||||
Common stock adjusted amount | $ 357,000 | ||||||
Holdback period | 9 months | 9 months | |||||
Holdback liabilities | 55,404 | ||||||
Net liabilities | $ 43,152 | ||||||
Walloon Region Government [Member] | In 2020 [Member] | |||||||
Amount payable | $ 61,254 | ||||||
Terms of agreement description | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. | |||||
Repayment of grants | € | € 148,500 | ||||||
Grant receivable | € | € 495,000 | ||||||
Fixed interest rate on lease | 2.89% | 2.89% | |||||
Walloon Region Government [Member] | In 2010 [Member] | |||||||
Amount payable | $ 65,183 | ||||||
Repayment of long-term loan amount | € | € 315,788 | ||||||
Terms of agreement description | it is due to pay a 6% royalty on such revenue to the Walloon Region. | it is due to pay a 6% royalty on such revenue to the Walloon Region. | |||||
Repayment of grants | € | € 314,406 | ||||||
Grant receivable | € | € 1,050,000 | ||||||
Walloon Region Government [Member] | Colorectal Cancer Research Agreement [Member] | In 2020 [Member] | |||||||
Amount payable | $ 55,040 | ||||||
Terms of agreement description | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | |||||
Repayment of grants | € | € 278,830 | ||||||
Grant receivable | € | € 929,433 | ||||||
Fixed interest rate on lease | 4.34% | 4.34% | |||||
Walloon Region Government [Member] | Colorectal Cancer Research Agreement [Member] | In 2018 [Member] | |||||||
Amount payable | $ 127,215 | ||||||
Terms of agreement description | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. | The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. | |||||
Repayment of grants | € | € 181,500 | ||||||
Grant receivable | € | € 605,000 | ||||||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate on lease | 2.62% | 2.62% | |||||
Lease payable | $ 606,213 | ||||||
Purchase price for the property | € | € 1,120,000 | ||||||
DKFZ [Member] | In 2016 [Member] | Research Co-operation Agreement [Member] | |||||||
Collaborative obligations amount due | 237,029 | ||||||
Lease agreement expire period | 5 years | 5 years | |||||
Collaborative obligations amount | € | € 400,000 | ||||||
University of Taiwan [Member] | In 2018 [Member] | Clinical Study Research Agreement [Member] | |||||||
Collaborative obligations amount due | 510,000 | ||||||
Lease agreement expire period | 3 years | 3 years | |||||
Collaborative obligations amount | 2,550,000 | ||||||
Managing Director's Agreement [Member] | |||||||
Amount payable | $ 229 | ||||||
Royalty payment | $ 85,330 | ||||||
Royality | 6.00% | 6.00% | |||||
Stock based compensation expenses | $ 753,000 | ||||||
Managing Director's Agreement [Member] | Founder [Member] | |||||||
Fixed interest rate | 6.00% | 6.00% | |||||
Repayment of long-term loan amount | € | € 8,000 | ||||||
Loan Agreement [Member] | ING [Member] | In 2016 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 2.62% | 2.62% | |||||
Repayment of long-term loan amount | € | € 270,000 | ||||||
Total long-term debt | $ 8,224 | ||||||
Loan agreement term | 15 years | 15 years | |||||
Loan Agreement [Member] | Namur [Member] | October 13, 2020 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.00% | 4.00% | |||||
Repayment of long-term loan amount | € | € 830,000 | ||||||
Maturity date | March 2031 | March 2031 | |||||
Total long-term debt | $ 963,562 | ||||||
Loan agreement term | 10 years | 10 years | |||||
Loan Agreement [Member] | Namur Invest [Member] | In 2016 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.85% | 4.85% | |||||
Repayment of long-term loan amount | € | € 440,000 | ||||||
Maturity date | December 2031 | December 2031 | |||||
Total long-term debt | $ 220,175 | ||||||
Loan agreement term | 7 years | 7 years | |||||
Loan Agreement [Member] | Namur Invest [Member] | In 2019 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.80% | 4.80% | |||||
Repayment of long-term loan amount | € | € 500,000 | ||||||
Maturity date | September 2024 | September 2024 | |||||
Total long-term debt | $ 553,460 | ||||||
Loan agreement term | 4 years | 4 years | |||||
Loan Agreement [Member] | Namur Invest [Member] | In 2017 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.00% | 4.00% | |||||
Repayment of long-term loan amount | € | € 350,000 | ||||||
Maturity date | June 2021 | June 2021 | |||||
Total long-term debt | $ 0 | ||||||
Loan agreement term | 4 years | 4 years | |||||
Loan Agreement [Member] | SOFINEX [Member] | In 2017 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.50% | 4.50% | |||||
Repayment of long-term loan amount | € | € 1,000,000 | ||||||
Maturity date | September 2024 | September 2024 | |||||
Total long-term debt | $ 888,857 | ||||||
Loan agreement term | 7 years | 7 years | |||||
Bioinformatic Analytics Of Cell Free DNA [Member] | On September 16, 2020 [Member] | |||||||
Repayment of long-term loan amount | € | € 54,879 | ||||||
Total long-term debt | 94,947 | ||||||
Additional cost of company | $ 155,115 | ||||||
TAMU [Member] | October 25, 2019 [Member] | |||||||
Non-controlling interest | 7.50% | 7.50% | |||||
Equity interest | 12.50% | 12.50% | |||||
Additional interest | 5.00% | 5.00% | |||||
Operating Lease Right of Use Obligations [Member] | |||||||
Short term lease costs | $ 323,996 | ||||||
Operating lease right-of-use assets | $ 318,393 | ||||||
Weighted average discount rate | 4.49% | 4.49% | |||||
Weighted average remaining lease term | 33 months | 33 months | |||||
Payment of lease liabilities | $ 44,059 | ||||||
Operating lease expense | $ 44,355 | ||||||
Namur Innovation and Growth [Member] | Loan Agreement [Member] | In 2018 [Member] | Long-term Debt [Member] | |||||||
Fixed interest rate | 4.00% | 4.00% | |||||
Repayment of long-term loan amount | € | € 500,000 | ||||||
Maturity date | June 2022 | June 2022 | |||||
Total long-term debt | $ 177,839 | ||||||
Loan agreement term | 4 years | 4 years |
Subsequent (Details Narrative)
Subsequent (Details Narrative) - USD ($) | Aug. 03, 2021 | Jul. 14, 2021 | Sep. 02, 2013 | Mar. 20, 2013 |
Common stock shares purchase aggregate shares | 292,000 | 8,151 | 6,367 | |
Vesting period descriptions | extended from five years and six months after vesting to ten years from the date of grant, or an expiration date of July 23, 2025 | extended from six years after vesting to ten years from the date of grant, or an expiration date of September 2, 2023. | extended from six years after vesting to ten years from the date of grant, or an expiration date of March 20, 2023 | |
Additional option expense | $ 452,433 | |||
Subsequent Event [Member] | ||||
Vesting period descriptions | The options eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service and expire 10 years from the date of grant. | |||
RSUs granted upon common shares | 926,640 | |||
Net proceeds of shares | $ 3,830 | |||
Sale of common stock shares | 1,157 | |||
Subsequent Event [Member] | Restricted Stock Units [Member] | ||||
Vesting period descriptions | The RSUs eligible for vesting shall vest in two equal installments at 12 months and 24 months from the grant date, subject to continued service. | |||
RSUs granted upon common shares | 460,191 |